ASX Announcement 23 September 2013 REA Group FY2013 financial information filed with SEC REA Group Limited (ASX:REA) today released a copy of the Form 10-K Annual Report filed by News Corporation (formerly New News Corporation) with the U.S. Securities and Exchange Commission (SEC) on 20 September 2013 (New York time). The filing includes financial information for REA Group and its subsidiary companies for the twelve months ended 30 June 2013, which has previously been released to the ASX on 13 August 2013. A summary table of the financial information for the twelve months ended 30 June 2013 and prior corresponding period, as provided in the News Corporation filing, is presented below. For twelve months ended 30 June AUD$ USD$ Millions FY20131 FY20121 FY20132 FY20123 Revenue 336 278 345 286 Operating expenses (172) (152) (177) (157) Segment EBITDA 164 126 168 129 1 FY2013 and FY2012 results are based on audited financial information 2 Exchange rate based on 2013 average rate AUD1:00/USD1.0261 3 Exchange rate based on 2012 average rate AUD1:00/USD1.0309 Ends. REA Group investor inquiries: REA Group media inquiries: Jenny Macdonald Lia Pacquola Chief Financial Officer Corporate Communications Manager P: 03 8456 4341 M: 0409 128 719 E: [email protected] E: [email protected] News Corporation media inquiries: Adam Suckling M: 0419 205 488 E: [email protected] For personal use only UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2013 or ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35769 NEWS CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 46-2950970 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 1211 Avenue of the Americas, New York, New York 10036 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code (212) 416-3400 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange On Which Registered Class A Common Stock, par value $0.01 per share The NASDAQ Global Select Market Class B Common Stock, par value $0.01 per share The NASDAQ Global Select Market Class A Preferred Stock Purchase Rights The NASDAQ Global Select Market Class B Preferred Stock Purchase Rights The NASDAQ Global Select Market Securities registered pursuant to Section 12(g) of the Act: None (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes ‘ No È Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes ‘ No È Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes È No ‘ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ‘ No ‘ Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. È Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. For personal use only Large accelerated filer ‘ Accelerated filer ‘ Non-accelerated filer È Smaller reporting company ‘ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ‘ No È The registrant’s Class A Common Stock and Class B Common Stock were not publicly traded as of the last business day of the registrant’s most recently completed second fiscal quarter. As of September 10, 2013, 379,191,559 shares of Class A Common Stock and 199,630,240 shares of Class B Common Stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS Page PART I ITEM 1. Business .................................................................... 1 ITEM 1A. Risk Factors ................................................................ 17 ITEM 1B. Unresolved Staff Comments ................................................... 30 ITEM 2. Properties .................................................................. 30 ITEM 3. Legal Proceedings ............................................................ 32 ITEM 4. Mine Safety Disclosures ....................................................... 35 PART II ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ............................................... 36 ITEM 6. Selected Financial Data ....................................................... 37 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ................................................................ 38 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk ....................... 67 ITEM 8. Financial Statements and Supplementary Data ................................... 69 ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ................................................................ 135 ITEM 9A. Controls and Procedures ...................................................... 135 ITEM 9B. Other Information ........................................................... 135 PART III ITEM 10. Directors, Executive Officers and Corporate Governance ........................... 137 ITEM 11. Executive Compensation ...................................................... 145 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ........................................................ 164 ITEM 13. Certain Relationships and Related Transactions, and Director Independence .......... 168 ITEM 14. Principal Accountant Fees and Services ......................................... 169 PART IV ITEM 15. Exhibits and Financial Statement Schedules ...................................... 170 Signatures .................................................................. 171 For personal use only PART I ITEM 1. BUSINESS BACKGROUND The Separation News Corporation, a Delaware corporation, was originally formed on December 11, 2012 as New Newscorp LLC to hold certain businesses of its former parent company, Twenty-First Century Fox, Inc. (formerly named News Corporation) (“21st Century Fox”), consisting of newspapers, information services and integrated marketing services, digital real estate services, book publishing, digital education and sports programming and pay-TV distribution in Australia. Unless otherwise indicated, references in this Annual Report on Form 10-K for the fiscal year ended June 30, 2013 (the “Annual Report”) to the “Company,” “News Corp,” “we,” “us,” or “our” means News Corporation and its subsidiaries. The Company was subsequently converted to New Newscorp Inc, a Delaware corporation, on June 11, 2013. On June 28, 2013 (the “Distribution Date”), the Company completed the separation of its businesses (the “Separation”) from 21st Century Fox. As of the effective time of the Separation, all of the outstanding shares of the Company were distributed to 21st Century Fox stockholders based on a distribution ratio of one share of Company Class A or Class B Common Stock for every four shares of 21st Century Fox Class A or Class B Common Stock, respectively, held of record as of June 21, 2013. Following the Separation, the Company’s Class A and Class B Common Stock began trading independently on The NASDAQ Global Select Market (“NASDAQ”) under the trading symbols “NWSA” and “NWS,” respectively. CHESS Depositary Interests (“CDIs”) representing the Company’s Class A and Class B Common Stock also trade on the Australian Securities Exchange (“ASX”) under the trading symbols “NWSLV” and “NWS,” respectively. In connection with the Separation, the Company assumed the name “News Corporation.” The Company News Corp is a global diversified media and information services company focused on creating and distributing authoritative and engaging content to consumers and businesses throughout the English-speaking world, as well as increasingly in other countries across the globe. The Company is comprised of leading businesses across a range of media, including: news and information services, cable network programming in Australia, digital real estate services, book publishing, and pay-TV distribution in Australia,